SecProbe.io

December 27, 2013

Via E -mail
Dan H. Arnold
Chief Financial Officer
LPL Financial Holdings Inc.
75 State Street
Boston, MA 02109

Re: LPL Financial Holdings Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2012
 Filed February 26, 2013
 File No. 001-34963

Dear M r. Arnold :

We have reviewed your filing  and have the following comment .

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Item 7A. Quantitative and Qualitative Disclosures About Market Risk , page 71

Risk Management, page  73

1. Please  expand your risk management discussion to describe in more detail the
communication channels used to report risk related information from your subsidiaries to
the Risk Oversight Committee and the Board of Director s.  You should address:

 Whether you have identified triggering events that require reports/communications to the
committee;

 Whether each subsidiary has a designated risk officer; and

 Potential challenges due to acquisition related activities, for example subsidiaries using
different, potentially incompatible, technologies.

Dan H. Arnold
LPL Financial Holdings Inc.
December 27, 2013
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact me at (202)  551-3675 with any questions you may h ave.

Sincerely,

        /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director